Common use of Priority of Payments, Sequential Order Event Clause in Contracts

Priority of Payments, Sequential Order Event. (a) The Trustee shall apply, based on written instruction to the Trustee from the Servicer, on each Payment Date, (i) Available Funds for that Payment Date on deposit in the Collection Account and (ii) pursuant to Section 3.5(b), the Reserve Account Draw Amount, if any, for that Payment Date: On each Payment Date, (i) Available Funds in the Collection Account and (ii) the Reserve Account Draw Amount, if any, will be used to make the following payments in the following order of priority: FIRST, to the Trustee the Monthly Trustee Fees and expenses of the Trustee to the extent not paid by the Servicer, plus accrued and unpaid Monthly Trustee Fees and expenses for prior Payment Dates; provided, however, that (i) any payments to the Trustee as reimbursement for expenses of the Trustee related to the transfer of servicing to a successor servicer and payable in priority FIRST will be limited to payments of $100,000 per calendar quarter and $340,000 in the aggregate, and (ii) payments to the Trustee as reimbursement for any other expenses of the Trustee will be limited to $20,000 per calendar year as long as no Event of Default has occurred, and the Notes have not been accelerated, or the Collateral sold, pursuant to this Indenture; SECOND, to the Servicer, the Monthly Servicer Fee plus any unreimbursed Servicer Advances made in respect of any prior Payment Dates plus any accrued and unpaid Monthly Servicer Fees; THIRD, to the Swap Counterparty, the Net Swap Payment, if any; FOURTH, to the extent not previously paid pursuant to the Custodial Agreement, to the Custodian, the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates, not to exceed an amount on such Payments Date equal to one twelfth of 0.06% of the Aggregate Loan Balance as of the beginning of the related Due Period; FIFTH, to the extent not paid by the Servicer, to the Collateral Agent, the Monthly Collateral Agent Fee, plus any accrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; SIXTH, to the holders of the Class A-1 Notes, Accrued Interest on the Class A-1 Notes, and to the holders of the Class A-2 Notes, Accrued Interest on the Class A-2 Notes (to the extent that there are insufficient funds to pay both such amounts in full, such amounts shall be paid pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to the percentage which each such Class represents of the Principal Amount of the Class A Notes); SEVENTH, to the holders of the Class B Notes, Accrued Interest on the Class B Notes; EIGHTH, to the holders of the Class C Notes, Accrued Interest on the Class C Notes; NINTH, (A) so long as no Sequential Order Event has occurred and is continuing, to the Noteholders and the Swap Counterparty, the Principal Distribution Amount plus the Senior Priority Swap Termination Amount, if any, allocated pro rata among the Classes and the Swap Counterparty based upon the percentage which the Principal Amount of each Class and the amount of the Senior Priority Swap Termination Amount represents of the Aggregate Principal Amount of all Classes plus the Senior Priority Swap Termination Amount; and otherwise (B) if a Sequential Order Event has occurred and is continuing, all remaining Available Funds will instead be paid to the Noteholders and the Swap Counterparty in Sequential Order (as defined below); TENTH, so long as no Sequential Order Event has occurred and is continuing, to the Noteholders of each Class, the Extra Principal Distribution Amount, pro rata in proportion to their respective Class Percentages; ELEVENTH, to (a) the holders of the Class A-1 Notes and the holders of the Class A-2 Notes, pro rata in proportion to the percentage of which each such Class represents of the Principal Amount of the Class A Notes, (b) the holders of the Class B Notes and (c) the holders of the Class C Notes, in that order, any Interest Carry-Forward Amounts owing to such Class; TWELFTH, if the amount on deposit in the Reserve Account is less than the Reserve Required Amount, to the Reserve Account the remaining amount of Available Funds to the extent needed to increase the amount on deposit in the Reserve Account to the Reserve Required Amount; THIRTEENTH, to the Trustee, any other amounts due to the Trustee under this Indenture; FOURTEENTH, to the Swap Counterparty, any amounts owing to the Swap Counterparty in respect of a termination of the Interest Rate Swap not paid pursuant to clause NINTH, above; and FIFTEENTH, to the Issuer, any remaining Available Funds free and clear of the lien of this Indenture.

Priority of Payments, Sequential Order Event. (a) The Trustee shall apply, based on written instruction to the Trustee from the Servicer, on each Payment Date, (i) Available Funds for that Payment Date on deposit in the Collection Account and (ii) pursuant to Section 3.5(b), the Reserve Account Draw Amount, if any, for that Payment Date: On each Payment Date, (i) Available Funds in the Collection Account and (ii) the Reserve Account Draw Amount, if any, will be used to make the following payments in the following order of priority: FIRST, to the Trustee the Monthly Trustee Fees and expenses of the Trustee to the extent not paid by the Servicer, plus accrued and unpaid Monthly Trustee Fees and expenses for prior Payment Dates; provided, however, that (i) any payments to the Trustee as reimbursement for expenses of the Trustee related to the transfer of servicing to a successor servicer and payable in priority FIRST will be limited to payments of $100,000 per calendar quarter and $340,000 in the aggregate, and (ii) payments to the Trustee as reimbursement for any other expenses of the Trustee will be limited to $20,000 per calendar year as long as no Event of Default has occurred, and the Notes have not been accelerated, or the Collateral sold, pursuant to this Indenture; SECOND, to the Servicer, the Monthly Servicer Fee plus any unreimbursed Servicer Advances made in respect of any prior Payment Dates plus any accrued and unpaid Monthly Servicer Fees; THIRD, to the Swap Counterparty, the Net Swap Payment, if any; FOURTH, to the extent not previously paid pursuant to the Custodial Agreement, to the Custodian, the Monthly Custodian Fee, plus any accrued and unpaid Monthly Custodian Fees for prior Payment Dates, not to exceed an amount on such Payments Date equal to one twelfth of 0.06% of the Aggregate Loan Balance as of the beginning of the related Due Period; FIFTH, to the extent not paid by the Servicer, to the Collateral Agent, the Monthly Collateral Agent Fee, plus any accrued and unpaid Monthly Collateral Agent Fees for prior Payment Dates; SIXTH, to the holders of the Class A-1 A Notes, Accrued Senior Interest on the Class A-1 Notes, and to the holders of the Class A-2 Notes, Accrued Interest on the Class A-2 Notes (to the extent that there are insufficient funds to pay both such amounts in full, such amounts shall be paid pro rata between the Class A-1 Notes and the Class A-2 Notes in proportion to the percentage which each such Class represents of the Principal Amount of the Class A Notes); SEVENTH, to the holders of the Class B Notes, Accrued Senior Interest on the Class B Notes; EIGHTH, to the holders of the Class C Notes, Accrued Senior Interest on the Class C Notes; NINTH, (A) so long as no Sequential Order Event has occurred and is continuing, to the Noteholders and the Swap Counterparty, the Principal Distribution Amount plus the Senior Priority Swap Termination Amount, if any, allocated pro rata among the Classes and the Swap Counterparty based upon the percentage which the Principal Amount of each Class and the amount of the Senior Priority Swap Termination Amount represents of the Aggregate Principal Amount of all Classes plus the Senior Priority Swap Termination Amount; and otherwise (B) if a Sequential Order Event has occurred and is continuing, all remaining Available Funds will instead be paid to the Noteholders and the Swap Counterparty in Sequential Order (as defined below); TENTH, so long as no Sequential Order Event has occurred and is continuing, to the Noteholders Noteholders, the Principal Distribution Amount allocated pro rata among the Classes based upon the percentage which the Principal Amount of each Class, Class represents of the Extra Aggregate Principal Distribution Amount, pro rata in proportion to their respective Class PercentagesAmount of all Classes; ELEVENTH, to (a) the holders of the Class A-1 Notes and the holders of the Class A-2 Notes, pro rata in proportion to the percentage of which each such Class represents of the Principal Amount of the Class A Notes, (b) the holders of the Class B Notes and (c) the holders of the Class C Notes, in that order, any Interest Carry-Forward Amounts owing to such Class; TWELFTH, if the amount on deposit in the Reserve Account is less than the Reserve Required Amount, to the Reserve Account the remaining amount of Available Funds to the extent needed to increase the amount on deposit in the Reserve Account to the Reserve Required Amount; THIRTEENTH, to the Trusteeholders of the Class A Notes, any other amounts due to Additional Margin on the Trustee under this IndentureClass A Notes and the Breakage Costs of the Class A Notes; FOURTEENTH, to the Swap Counterparty, any amounts owing to the Swap Counterparty in respect of a termination holders of the Interest Rate Swap not paid pursuant to clause NINTHClass B Notes, aboveAdditional Margin on the Class B Notes and the Breakage Costs of the Class B Notes; and FIFTEENTH, to the Issuer, any remaining Available Funds free and clear holders of the lien Class C Notes, Additional Margin on the Class C Notes and the Breakage Costs of this Indenture.the Class C Notes;